Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 30, 2022, Victoria's Secret & Co. (the "Company") completed the previously announced acquisition of AdoreMe, Inc., a Delaware corporation ("Adore Me"), pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of November 1, 2022 (the "Merger Agreement"), by and among the Company, Fashion Holding Group, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Adore Me and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative for the Adore Me equityholders.

Pursuant to the Merger Agreement, the Company acquired all of the equity interests of Adore Me for an aggregate purchase price of approximately $400.0 million in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments contemplated by the Merger Agreement. The Merger Agreement also provides for post-closing consideration to be paid in an aggregate amount of at least $80.0 million and up to $300.0 million in accordance with the terms set forth therein.

The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company's Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on November 1, 2022 and is incorporated into this Item 2.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2022, Amy Hauk notified the Company of her decision to resign as Brand CEO, effective March 31, 2023. Following Ms. Hauk's departure, Martin Waters will continue to serve as CEO of the Company and will also assume the responsibilities of Brand CEO.

Item 7.01. Regulation FD Disclosure.

The following information is being furnished pursuant to Item 7.01, "Regulation FD Disclosure" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 3, 2023, the Company issued a press release announcing the completion of the acquisition described in Item 2.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.       Description

2.1*                Agreement and Plan of Merger, dated as of November 1, 2022, by
                  and among Victoria's Secret & Co., Fashion Holding Group, Inc.,
                  AdoreMe, Inc. and Fortis Advisors LLC (incorporated by reference
                  to Exhibit 2.1 of the Company's Current Report on Form 8-K filed
                  with the SEC on November 1, 2022).

99.1                Press Release of Victoria's Secret & Co., dated January 3,
                  2023.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).



*   Schedules and exhibits to the Merger Agreement have been omitted in
    accordance with Item 601(a)(5) of Regulation S-K.

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